Cognizant Technology Solutions (CTSH) Form 4 COGNIZANT TECHNOLOGY SOLUTIONS / Robert Telesmanic ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Telesmanic Robert

(Last) (First) (Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE. 36, 6 FL.

(Street)

TEANECK NJ 07666

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/01/2022		M		804(1)	A	(2)	13,986	D
Class A Common Stock	03/01/2022		F		372(3)	D	$85.8	13,614	D
Class A Common Stock								800	I	By Parent's Estate(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/01/2022		M			804	(5)	(5)	Class A Common Stock	804	$0	1,605	D
Performance Stock Units	(6)	03/01/2022		A		3,136		(7)	(7)	Class A Common Stock	3,136	$0	3,136	D
Restricted Stock Units	(2)	03/01/2022		A		5,347		(8)	(8)	Class A Common Stock	5,347	$0	5,347	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/5th of the restricted stock unit ("RSU") award granted on December 1, 2020.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

4. The reporting person has been the Appointed Fiduciary of the estate since May 2015. Except to the extent of his pecuniary interest, the reporting person disclaims beneficial ownership of the securities held by the estate.

5. The RSUs were granted on December 1, 2020 under the Company's 2017 Incentive Award Plan and will vest in nine successive quarterly installments, commencing on March 1, 2021, with (i) 1/5th of the RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of the RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of the RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs vesting on the ninth vesting date. The RSUs will be fully vested on March 1, 2023.

6. Each performance-based stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock.

7. Represents PSUs (a) that were originally granted on March 5, 2020 pursuant to the Company's 2017 Incentive Award Plan and (b) for which the Company's Compensation Committee (the "Committee") determined, on March 1, 2022, that the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the award will vest and settle in Class A Common Stock of the Company on March 15, 2022, provided that the Reporting Person remains in the Company's service through such date.

8. The RSUs were granted on March 1, 2022 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on June 1, 2022, with 1/12th of the RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date. The RSUs will be fully vested on March 1, 2025.

Remarks:

	/s/ Udele Lin, on behalf of Robert Telesmanic, by Power of Attorney	03/03/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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